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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2024-05-01 and last amended on 2024-03-30. Previous Versions

PART VICorporate Governance (continued)

Corporate Records (continued)

Head Office and Corporate Records (continued)

Marginal note:Lists

  •  (1) A person who is entitled to a basic list of shareholders or members of a bank (in this section referred to as the “applicant”) may request the bank to furnish the applicant with a basic list within ten days after receipt by the bank of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the bank must comply with the request.

  • Marginal note:Affidavit and contents

    (2) A request under subsection (1) must be accompanied by an affidavit containing

    • (a) the name and address of the applicant,

    • (b) the name and address for service of the entity, if the applicant is an entity, and

    • (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 242,

    and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

  • Marginal note:Entitlement to list

    (3) A shareholder, member or creditor of a bank or their personal representative — or, if the bank is a distributing bank, any person — is entitled to a basic list of shareholders or members of the bank.

  • Marginal note:Basic list

    (4) A basic list of shareholders or members of a bank consists of a list of shareholders or members that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

    • (a) the names of the shareholders or members, as the case may be, of the bank;

    • (b) the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be; and

    • (c) the address of each shareholder or member as shown in the records of the bank.

  • Marginal note:Supplemental lists

    (5) A person requiring a bank to supply a basic list may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders or members setting out any changes from the basic list in the names and addresses of the shareholders or members, as the case may be, and the number of shares owned by each shareholder, or the number of membership shares owned by each member, as the case may be, for each business day following the date to which the basic list is made up.

  • Marginal note:When supplemental lists to be furnished

    (6) A bank or its agent shall provide a supplemental list of shareholders required under subsection (5)

    • (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

    • (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

  • 1991, c. 46, s. 240
  • 2005, c. 54, s. 51
  • 2010, c. 12, s. 2009

Marginal note:Option holders

 A person requiring a bank to supply a basic list or a supplemental list of shareholders or members may also require the bank to include in that list the name and address of any known holder of an option or right to acquire shares of the bank.

  • 1991, c. 46, s. 241
  • 2010, c. 12, s. 2010(E)

Marginal note:Use of list

 No person shall use a list of shareholders or members obtained under section 240 except in connection with

  • (a) an effort to influence the voting of shareholders or members of the bank;

  • (b) an offer to acquire shares of the bank; or

  • (c) any other matter relating to the affairs of the bank.

  • 1991, c. 46, s. 242
  • 2010, c. 12, s. 2011

Marginal note:Form of records

  •  (1) A register or other record required or authorized by this Act to be prepared and maintained by a bank

    • (a) may be in a bound or loose-leaf form or in a photographic film form; or

    • (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

  • Marginal note:Conversion of records

    (2) Registers and records maintained in one form may be converted to any other form.

  • Marginal note:Destruction of converted records

    (3) Notwithstanding section 246, a bank may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

Marginal note:Protection of records

 A bank and its agents shall take reasonable precautions to

  • (a) prevent loss or destruction of,

  • (b) prevent falsification of entries in,

  • (c) facilitate detection and correction of inaccuracies in, and

  • (d) ensure that unauthorized persons do not have access to or use of information in

the registers and records required or authorized by this Act to be prepared and maintained.

Marginal note:Requirement to maintain copies and process information in Canada

  •  (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a bank to maintain, in another country, copies of records referred to in section 238 or of its central securities register or members register or for a bank to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register or members register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a bank to do any of those activities in another country — the Superintendent must direct the bank to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.

  • Marginal note:Direction — immediate, direct, complete and ongoing access

    (1.1) Where a bank referred to in subsection 239(3.1) or 251(3) maintains records referred to in section 238 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and must, in the case referred to in paragraph (b), by order, direct the bank to maintain a copy of those records or register at any place in Canada as the directors think fit

    • (a) if the Superintendent is of the opinion that he or she does not have immediate, direct, complete and ongoing access to those records or register; or

    • (b) if the Superintendent is advised by the Minister that the Minister is of the opinion that it is not in the national interest for the bank not to maintain a copy of those records or register at any place in Canada.

  • Marginal note:Bank to comply

    (2) A bank shall without delay comply with any order issued under subsection (1) or (1.1).

  • 1991, c. 46, s. 245
  • 2001, c. 9, s. 89
  • 2005, c. 54, s. 52
  • 2007, c. 6, s. 17
  • 2010, c. 12, s. 2012
  • 2020, c. 1, s. 161

Marginal note:Retention of records

  •  (1) A bank shall retain

    • (a) the records of the bank referred to in subsection 238(1);

    • (b) any record of the bank referred to in paragraph 238(2)(a) or (b);

    • (c) the central securities register referred to in subsection 248(1); and

    • (d) the members register referred to in subsection 254.1(1).

  • Marginal note:Idem

    (2) A bank shall retain all signature cards and signing authorities or copies thereof relating to any deposit or instrument in respect of which the bank has paid an amount to the Bank of Canada pursuant to section 438 until the Bank of Canada notifies the bank that they need no longer be retained.

  • Marginal note:Evidence

    (3) Copies of the signature cards and signing authorities referred to in subsection (2) may be kept in any manner or form referred to in paragraphs 243(1)(a) and (b) and any such copies, or prints therefrom, are admissible in evidence in the same manner and to the same extent as the original signature cards and signing authorities.

  • Marginal note:Relief

    (4) Nothing in this section affects the operation of any statute of limitation or prescription or relieves the bank from any obligation to the Bank of Canada in respect of any deposit or instrument in respect of which section 438 applies.

  • 1991, c. 46, s. 246
  • 2010, c. 12, s. 2013

Marginal note:Regulations

 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a bank, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 245(1.1)(a).

Securities Registers

Marginal note:Central securities register

  •  (1) A bank shall maintain a central securities register in which it shall record the securities, within the meaning of section 81, issued by it in registered form, showing in respect of each class or series of securities

    • (a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

    • (b) the number of securities held by each security holder; and

    • (c) the date and particulars of the issue and transfer of each security.

  • Marginal note:Existing and continued banks

    (2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a bank that was in existence immediately prior to the day that subsection comes into force or by a body corporate continued, or amalgamated and continued, as a bank under this Act before the continuance, amalgamation or coming into force of that subsection, as the case may be.

  • Marginal note:Access to central securities register

    (3) Shareholders and creditors of a bank and their personal representatives — and, if the bank is a federal credit union, its members and their personal representatives — may examine the central securities register during the usual business hours of the bank and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the bank is a distributing bank, any other person may, on payment of a reasonable fee, examine the central securities register during the usual business hours of the bank and take extracts from it or have copies of it made.

  • Marginal note:Electronic access

    (4) The bank may make the information contained in the central securities register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time.

  • Marginal note:Affidavit and undertaking

    (5) A person who wishes to examine the central securities register, take extracts from it or have copies of it made shall provide the bank with an affidavit containing their name and address — or if they are an entity, the name and address for service of the entity — and with an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders may be used under section 242. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity.

  • Marginal note:Supplemental information

    (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank or its agent to provide supplementary information setting out any changes made to the register.

  • Marginal note:When supplementary information to be provided

    (7) A bank or its agent shall provide the supplementary information within

    • (a) 10 days after the day on which the central securities register is examined if the changes take place before that day; and

    • (b) 10 days after the day to which the supplementary information relates if the changes take place on or after the day on which the central securities register is examined.

  • 1991, c. 46, s. 248
  • 2001, c. 9, s. 90
  • 2005, c. 54, s. 53
  • 2010, c. 12, s. 2014

Marginal note:Branch registers

 A bank may establish as many branch securities registers as it considers necessary.

Marginal note:Agents

 A bank may appoint an agent to maintain its central securities register and each of its branch securities registers.

Marginal note:Location of central securities register

  •  (1) The central securities register of a bank shall be maintained by the bank at its head office or at any other place in Canada designated by the directors of the bank.

  • Marginal note:Location of branch securities register

    (2) A branch securities register of a bank may be kept at any place in or outside Canada designated by the directors of the bank.

  • Marginal note:Exception

    (3) Subject to subsection 245(1.1), subsection (1) does not apply to a bank that is a subsidiary of a foreign bank incorporated or formed otherwise in a country or territory other than Canada in which a trade agreement listed in Schedule IV is applicable or of a regulated foreign entity.

Marginal note:Effect of registration

 Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

Marginal note:Particulars in branch register

  •  (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

  • Marginal note:Particulars in central register

    (2) Particulars of each issue or transfer of a security registered in a branch securities register of a bank shall also be kept in the central securities register of the bank.

Marginal note:Destruction of certificates

 A bank, its agent or a trustee within the meaning of section 294 is not required to produce

  • (a) a cancelled security certificate in registered form or an instrument referred to in subsection 69(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

  • (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 69(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

  • (c) an instrument referred to in subsection 69(1) or a like instrument, irrespective of its form, after the date of its expiration.

 

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